Item 1.02 Termination of a Material Definitive Agreement.

On May 30, 2023, FOMO WORLDWIDE, INC. exchanged two convertible notes (the "Notes") held by third-party lender GS Capital Partners, LLC in the amounts of $220,000.00 dated January 14, 2022, with a current balance of $260,84.64 and a $115,000.00 dated April 5, 2022, with a current balance of $130,312.33, totaling $391,153.97 for 15,646,159 shares of Series A Preferred stock at a price per share equal to $0.025 per share (the "Series A Preferred Shares"). On an as converted basis, the Series A Preferred shares can convert into 782,307,950 common shares, substantially lower than the potential dilution of the notes upon conversion today of 3,259,616,417 common shares.

As consideration for the exchange, we reduced the strike price on a total of 557,424,483 common stock purchase warrants held by the lender to $0.0005 and extended their expiration dates to May 26, 2026. The exchange materially improves the Company's balance sheet and wherewithal to execute its business plan by eliminating material amounts of default debt.




Item 8.01 Other Events.

On May 30, 2023, we extended the maturity date of a $341,205 junior convertible note issued to GS Capital Partners, LLC on April 19, 2022 from April 19, 2023 to December 31, 2023. All other terms of the note remain unchanged and the note is current.

Item 9.01 Financial Statements and Exhibits.





       (d)   Exhibits

Exhibit No   Description
   10.1        FOMO WORLDWIDE, INC. GS Capital Partners, LLC Exchange Agreement -
             May 30, 2023
   10.2        FOMO WORLDWIDE, INC. GS Capital Partners, LLC Waiver - May 30,
             2023
   10.3        FOMO WORLDWIDE, INC. GS Capital Partners, LLC Warrants Modification
             - May 30, 2023
   10.4        FOMO WORLDWIDE, INC. GS Capital Partners April 19, 2022 Loan
             Extension - May 30, 2023
   104       Cover Page Interactive Data File (embedded within the inline XBRL
             Document)

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